Bloom Energy (BE) Form 4/A Bloom Energy / SCOTT D SANDELL ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SANDELL SCOTT D

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bloom Energy Corp [ BE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/16/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/12/2021		C(1)(2)		11,853,570	A	$0.00	13,186,903	I	See Note 3(3)
Class A Common Stock	11/12/2021		J(4)		13,186,903	D	$0.00	0	I	See Note 3(3)
Class A Common Stock	11/12/2021		J(5)		3,137,081	A	$0.00	3,137,081	I	See Note 6(6)
Class A Common Stock	11/12/2021		J(7)		3,137,081	D	$0.00	0	I	See Note 6(6)
Class A Common Stock								53,686	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock(8)	(8)	11/12/2021		C(1)(2)			11,853,570	(8)	(8)	Class A Common Stock	11,853,570	$0.00	109,450	I	See Note 3(3)
Class B Common Stock(8)	(8)	11/12/2021		J(4)			109,450	(8)	(8)	Class A Common Stock	109,450	$0.00	0	I	See Note 3(3)
Class B Common Stock	(8)	11/12/2021		J(5)		109,450		(8)	(8)	Class A Common Stock	109,450	$0.00	109,450	I	See Note 6(6)
Class B Common Stock	(8)	11/12/2021		J(7)			109,450	(8)	(8)	Class A Common Stock	109,450	$0.00	0	I	See Note 6(6)
Class B Common Stock	(8)	11/12/2021		J(9)		109,450		(8)	(8)	Class A Common Stock	109,450	$0.00	109,450	I	See Note 10(10)

Explanation of Responses:

1. New Enterprise Associates 10, Limited Partnership ("NEA 10") converted 11,853,570 shares of Class B Common Stock at its option, resulting in its acquisition of 11,853,570 shares of Class A Common Stock.

2. This amendment to Form 4 is being filed to correct the number of shares of Class B Common Stock previously reported as being converted to Class A Common Stock and subsequently distributed by NEA 10 and NEA Partners 10, Limited Partnership ("NEA Partners 10") and to reflect the subsequent distributions of the unconverted shares of Class B Common Stock by NEA 10 and NEA Partners 10.

3. The Reporting Person is the general partner of NEA Partners 10. NEA Partners 10 is the sole general partner of NEA 10, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 10 in which the Reporting Person has no pecuniary interest.

4. NEA 10 made a pro rata distribution for no consideration of an aggregate of 13,186,903 shares of Class A Common Stock and 109,450 shares of Class B Common Stock of the Issuer to its general partner and limited partners on November 12, 2021.

5. NEA Partners 10 received 3,137,081 shares of Class A Common Stock and 109,450 shares of Class B Common Stock of the Issuer in the distribution by NEA 10 on November 12, 2021.

6. The Reporting Person is the general partner of NEA Partners 10, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA Partners 10 in which the Reporting Person has no pecuniary interest.

7. NEA Partners 10 made a pro rata distribution for no consideration of an aggregate of 3,137,081 shares of Class A Common Stock and 109,450 shares of Class B Common Stock of the Issuer to its limited partners on November 12, 2021.

8. The Class B common stock is convertible into the Issuer's Class A common stock on a 1-for-1 basis at the holder's option or upon any transfer except for certain permitted transfers. All the outstanding shares of the Issuer's Class B common stock will convert automatically into shares of Class A common stock upon the date that is the earliest to occur of (i) immediately prior to the close of business on the fifth anniversary of the closing of Issuer's IPO, (ii) immediately prior to the close of business on the date on which the outstanding shares of Class B common stock represent less than five percent of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, (iii) the date and time, or the occurrence of an event, specified in a written conversion election delivered by KR Sridhar to the Issuer's Secretary or Chairman of the Board to so convert all shares of Class B common stock, or (iv) immediately following the date of the death of KR Sridhar.

9. The Reporting Person, as trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), received 109,450 shares of Class B Common Stock of the Issuer in the distribution by NEA Partners 10 on November 12, 2021.

10. The Reporting Person is the trustee of the Blue Mountain Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the securities held by the Blue Mountain Trust in which the Reporting Person has no pecuniary interest.

Remarks:

	/s/ Sasha Keough, attorney-in-fact	01/13/2022
	** Signature of Reporting Person	Date
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